CSHB 124(L&C): "An Act relating to corporations, including benefit corporations, and other entities; and providing for an effective date."

00 CS FOR HOUSE BILL NO. 124(L&C)
01 "An Act relating to corporations, including benefit corporations, and other entities; and
02 providing for an effective date."
03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:
04 * Section 1. AS 10.06.633(a) is amended to read:
05 (a) A corporation may be dissolved involuntarily by the commissioner if
06 (1) the corporation is delinquent six months in filing its biennial report
07 or in paying its biennial corporation tax or a penalty;
08 (2) the corporation has failed for 30 days to appoint and maintain a
09 registered agent in the state;
10 (3) the corporation has failed for 30 days after change of its registered
11 office or registered agent to file in the office of the commissioner a statement of the
12 change;
13 (4) the corporation has failed for two years to complete dissolution
14 under a certificate of election under AS 10.06.608 to dissolve;
01 (5) a vacancy on the board of the corporation is not filled within six
02 months or the next annual meeting, whichever occurs first;
03 (6) a misrepresentation of material facts has been made in the
04 application, report, affidavit, or other document submitted under this chapter; [OR]
05 (7) the corporation is 90 days delinquent in filing notice of change of
06 an officer, director, alien affiliate, or five percent shareholder, as required by this
07 chapter; or
08 (8) the corporation, if a benefit corporation, is delinquent six
09 months or more in including its benefit report in its biennial report under
10 AS 10.60.570 or in paying the fee established under AS 10.60.570 for including
11 the benefit report in the biennial report; in this paragraph, "benefit corporation"
12 and "benefit report" have the meanings given in AS 10.60.990.
13 * Sec. 2. AS 10 is amended by adding a new chapter to read:
14 Chapter 60. Benefit Corporations.
15 Article 1. Establishment and Termination.
16 Sec. 10.60.010. Establishment of benefit corporation. A business
17 corporation may become a benefit corporation by
18 (1) including, at the time of the business corporation's organization
19 under AS 10.06 or AS 10.45, in the business corporation's articles of incorporation a
20 statement that the business corporation is a benefit corporation under this chapter; or
21 (2) amending its articles of incorporation to contain a statement that
22 the business corporation is a benefit corporation under this chapter; the amendment
23 shall be adopted by at least the minimum vote required under AS 10.60.700(a) for a
24 status change.
25 Sec. 10.60.020. Approval where organic change. If an entity that was formed
26 under the laws of this state is not a benefit corporation but is a party to a merger,
27 consolidation, conversion, or interest or share exchange under AS 10.06 or AS 10.55,
28 and the surviving, new, or resulting entity in the merger, consolidation, conversion, or
29 interest or share exchange is a benefit corporation, the domestic entity shall approve,
30 by at least the minimum vote required under AS 10.60.700(b) for a status change, the
31 plan of merger, consolidation, conversion, or interest or share exchange.
01 Sec. 10.60.030. General public benefit purpose. (a) A benefit corporation
02 shall have a purpose of creating general public benefit from the business and
03 operations of the benefit corporation. That purpose is in addition to the benefit
04 corporation's purpose under AS 10.06.005.
05 (b) The achievement of the general public benefit purpose under (a) of this
06 section is determined after all of the effects of the business and operations of the
07 benefit corporation are considered.
08 (c) The creation of general public benefit under (a) of this section is in the best
09 interests of the benefit corporation.
10 Sec. 10.60.040. Specific public benefit purpose. (a) In addition to its general
11 public benefit purpose, a benefit corporation may identify in its articles of
12 incorporation one or more specific public benefit purposes.
13 (b) A benefit corporation may amend its articles of incorporation to add,
14 amend, or delete a specific public benefit purpose. The benefit corporation shall adopt
15 the amendment by at least the minimum vote required under AS 10.60.700(a) for a
16 status change.
17 (c) The identification of a specific public benefit purpose under (a) of this
18 section does not limit the benefit corporation's general public benefit purpose.
19 (d) A benefit corporation may further a specific public benefit by
20 (1) providing low-income or underserved individuals, families, or
21 communities with beneficial products, services, or educational opportunities;
22 (2) promoting economic opportunity for individuals or communities
23 beyond the creation of jobs in the normal course of business;
24 (3) improving human health;
25 (4) promoting the arts, sciences, or advancement of knowledge;
26 (5) increasing the flow of capital to entities with a purpose to benefit
27 the public; or
28 (6) conferring another type of benefit on people or their surroundings.
29 (e) Pursuing a specific public benefit identified under this section is in the best
30 interests of the benefit corporation.
31 Sec. 10.60.050. Professional corporations. A professional corporation under
01 AS 10.45 that is a benefit corporation does not violate AS 10.45 by having a general
02 public benefit purpose or a specific public benefit purpose.
03 Sec. 10.60.060. Termination of benefit corporation status. (a) A benefit
04 corporation may terminate its status as a benefit corporation and cease to be subject to
05 this chapter by amending its articles of incorporation to delete the statement required
06 by AS 10.60.010 to be in the articles of incorporation. The benefit corporation shall
07 adopt the amendment by at least the minimum vote required under AS 10.60.700(a)
08 for a status change.
09 (b) If a benefit corporation is a party to merger, consolidation, conversion, or
10 interest or share exchange that would have the effect of terminating the status of a
11 benefit corporation, the benefit corporation shall approve, by at least the minimum
12 vote required under AS 10.60.700(a) for a status change, the plan of merger,
13 consolidation, conversion, or interest or share exchange.
14 Sec. 10.60.070. Disposition of assets. If a benefit corporation transacts a sale,
15 lease, exchange, or other disposition of all or substantially all of the assets of the
16 benefit corporation, unless the transaction is in the usual and regular course of
17 business, the benefit corporation shall approve the sale, lease, exchange, or other
18 disposition of all or substantially all of the assets of the benefit corporation by at least
19 the minimum vote required under AS 10.60.700(a) for a status change.
20 Article 2. Directors.
21 Sec. 10.60.100. Standard of conduct for directors. In discharging their duties
22 and in considering the best interests of a benefit corporation, the board of directors,
23 committees of the board, and individual directors of the benefit corporation
24 (1) shall consider the effects of an action or inaction on
25 (A) the shareholders of the benefit corporation;
26 (B) the employees and workforce of the benefit corporation, its
27 subsidiaries, and its suppliers;
28 (C) the interests of customers to the extent they are
29 beneficiaries of the general public benefit purpose or specific public benefit
30 purpose of the benefit corporation;
31 (D) community and societal factors, including the interests of
01 each community in which offices or facilities of the benefit corporation, its
02 subsidiaries, or its suppliers are located;
03 (E) local and global health;
04 (F) the short-term and long-term interests of the benefit
05 corporation, including benefits that may accrue to the benefit corporation from
06 its long-term plans and the possibility that those interests may be best served
07 by the continued independence of the benefit corporation; and
08 (G) the ability of the benefit corporation to accomplish its
09 general public benefit purpose and specific public benefit purpose, if any;
10 (2) may consider
11 (A) the resources, intent, and conduct of a person seeking to
12 acquire control of the benefit corporation; and
13 (B) other pertinent factors or the interests of other groups the
14 directors consider appropriate;
15 (3) are not required to give priority to a particular interest or factor
16 referred to in (1) or (2) of this section over another interest or factor unless the benefit
17 corporation has stated in its articles of incorporation its intention to give priority to
18 certain interests or factors related to its accomplishment of its general public benefit
19 purpose or of a specific public benefit purpose identified in its articles.
20 Sec. 10.60.110. Coordination with other corporate board requirements.
21 The consideration of interests and factors in the manner required by AS 10.60.100
22 does not constitute a violation of AS 10.06.450.
23 Sec. 10.60.120. Exoneration from personal liability. Except as provided in
24 the articles of incorporation, a director is not personally liable for monetary damages
25 for
26 (1) an action or inaction in the course of performing the duties of a
27 director under AS 10.60.100 if the director performed the duties of office in
28 compliance with AS 10.06.450 and AS 10.60.100 - 10.60.140; or
29 (2) a failure of the benefit corporation to pursue or create general
30 public benefit or a specific public benefit.
31 Sec. 10.60.130. No duty to beneficiary. A director of a benefit corporation
01 does not have a duty arising from the person's status as a beneficiary to a person who
02 is a beneficiary of the general public benefit purpose or a specific public benefit
03 purpose of the benefit corporation.
04 Sec. 10.60.140. Business judgment. (a) A director of a benefit corporation
05 who makes a business judgment in good faith fulfills the duty under AS 10.60.100 -
06 10.60.140 if the director
07 (1) is disinterested in the subject of the business judgment;
08 (2) is informed with respect to the subject of the business judgment to
09 the extent the director rationally believes to be appropriate under the circumstances;
10 and
11 (3) rationally believes that the business judgment is in the best interests
12 of the benefit corporation; in this paragraph, "best interests" includes the creation of
13 general public benefit and any specific public benefit.
14 (b) When making a determination under (a) of this section, the director shall
15 consider the interests and factors listed in AS 10.60.100.
16 Article 3. Benefit Director.
17 Sec. 10.60.150. Benefit director. The board of directors of a benefit
18 corporation may include a director who
19 (1) is designated the benefit director; and
20 (2) has, in addition to the powers, duties, rights, and immunities of the
21 other directors of the benefit corporation, the powers, duties, rights, and immunities
22 provided in AS 10.60.150 - 10.60.220.
23 Sec. 10.60.160. Election of benefit director. The board of directors shall elect
24 and may remove the benefit director in the manner provided by AS 10.06.453 -
25 10.06.463.
26 Sec. 10.60.170. Qualifications of benefit director. (a) The benefit director of
27 a benefit corporation, except as provided in AS 10.60.210, shall be an individual who
28 does not have a material relationship under AS 10.60.220 with the benefit corporation
29 or a subsidiary of the benefit corporation. The benefit director may serve as the benefit
30 officer at the same time as serving as the benefit director. The articles of incorporation
31 or bylaws of a benefit corporation may prescribe additional qualifications of the
01 benefit director not inconsistent with this subsection.
02 (b) Serving as benefit director of a benefit corporation does not establish that
03 an individual has a material relationship with the benefit corporation or a subsidiary of
04 the benefit corporation.
05 Sec. 10.60.180. Compliance statement. The benefit director shall prepare, and
06 the benefit corporation shall include in the benefit report to shareholders required by
07 AS 10.60.500,
08 (1) the opinion of the benefit director on whether the benefit
09 corporation acted in accordance with its general public benefit purpose and any
10 specific public benefit purpose in all material respects during the period covered by
11 the report;
12 (2) the opinion of the benefit director on whether the directors and
13 officers complied with AS 10.60.100 and 10.60.230 during the period covered by the
14 report; and
15 (3) if the benefit director believes the benefit corporation or its
16 directors or officers failed to act or comply in the manner described in (1) or (2) of this
17 section, a description of the ways in which the benefit corporation or its directors or
18 officers failed to act or comply.
19 Sec. 10.60.190. Status of actions. The action or inaction of a benefit director
20 in the capacity of a benefit director constitutes for all purposes an action or inaction of
21 that individual in the capacity of a director of the benefit corporation.
22 Sec. 10.60.200. Exoneration from personal liability. Regardless of whether
23 the articles of incorporation of a benefit corporation include a provision eliminating or
24 limiting the personal liability of directors under AS 10.06.210, a benefit director is not
25 personally liable for an action or omission when done in the capacity of a benefit
26 director unless the action or omission constitutes self-dealing, willful misconduct, or a
27 knowing violation of law.
28 Sec. 10.60.210. Professional corporations. The benefit director of a benefit
29 corporation that is a professional corporation under AS 10.45 is not prohibited from
30 having a material relationship under AS 10.60.220 with the benefit corporation or a
31 subsidiary of the benefit corporation.
01 Sec. 10.60.220. Material relationship. When determining under
02 AS 10.60.170 whether a benefit director of a benefit corporation has a material
03 relationship with the benefit corporation or a subsidiary of the benefit corporation, a
04 material relationship is conclusively presumed to exist if
05 (1) the individual is, or has been within the last three years, an
06 employee other than a benefit officer of the benefit corporation or a subsidiary;
07 (2) an immediate family member of the individual is, or has been
08 within the last three years, an executive officer other than a benefit officer of the
09 benefit corporation or a subsidiary;
10 (3) there is beneficial or record ownership of five percent or more of
11 the outstanding shares of the benefit corporation, calculated as if all outstanding rights
12 to acquire equity interests in the benefit corporation had been exercised, by
13 (A) the individual; or
14 (B) an entity
15 (i) of which the individual is a director, an officer, or a
16 manager; or
17 (ii) in which the individual owns beneficially or of
18 record five percent or more of the outstanding equity interests,
19 calculated as if all outstanding rights to acquire equity interests in the
20 entity had been exercised.
21 Article 4. Officers.
22 Sec. 10.60.230. Standard of conduct for officers. An officer of a benefit
23 corporation shall consider the interests and factors under AS 10.60.100 if the officer
24 (1) has discretion to act with respect to a matter; and
25 (2) reasonably believes that the matter identified under (1) of this
26 section may have a material effect on the creation by the benefit corporation of general
27 public benefit or a specific public benefit identified in the articles of incorporation of
28 the benefit corporation.
29 Sec. 10.60.240. Coordination with other corporate officer requirements.
30 The consideration of interests and factors under AS 10.60.230 by an officer of a
31 benefit corporation does not constitute a violation of AS 10.06.483.
01 Sec. 10.60.250. Exoneration from personal liability. Except as provided in
02 the articles of incorporation, an officer of a benefit corporation is not personally liable
03 for monetary damages for
04 (1) an action or inaction as an officer in the course of performing the
05 duties of an officer under AS 10.60.230 - 10.60.270 if the officer performs the duties
06 of the position in compliance with AS 10.06.483 and this section; or
07 (2) a failure of the benefit corporation to pursue or create general
08 public benefit or a specific public benefit.
09 Sec. 10.60.260. No duty to beneficiary. An officer of a benefit corporation
10 does not have a duty arising from the person's status as a beneficiary to a person who
11 is a beneficiary of the general public benefit purpose or a specific public benefit
12 purpose of the benefit corporation.
13 Sec. 10.60.270. Business judgment. An officer who makes a business
14 judgment in good faith fulfills the duty under AS 10.60.230 - 10.60.270 if the officer
15 (1) is disinterested in the subject of the business judgment;
16 (2) is informed with respect to the subject of the business judgment to
17 the extent the officer rationally believes to be appropriate under the circumstances;
18 and
19 (3) rationally believes that the business judgment is in the best interests
20 of the benefit corporation; in this paragraph, "best interests" includes the creation of
21 general public benefit and any specific public benefit.
22 Sec. 10.60.280. Benefit officer. A benefit corporation may designate an officer
23 as the benefit officer of the benefit corporation. A benefit officer has the powers and
24 duties of the benefit corporation that relate to the creation of general public benefit and
25 a specific public benefit, as the powers and duties are provided in the bylaws, or,
26 absent controlling provisions in the bylaws, by resolutions or orders of the board of
27 directors. A benefit officer shall prepare the benefit report required by AS 10.60.500.
28 Article 5. Actions and Claims.
29 Sec. 10.60.300. Actions and claims. Unless another provision of this chapter
30 limits liability, a person identified under AS 10.60.320 may bring an action or assert a
31 claim against a benefit corporation or its directors or officers with respect to
01 (1) a failure to pursue or create general public benefit or a specific
02 public benefit set out in its articles of incorporation; or
03 (2) a violation of an obligation, duty, or standard of conduct under this
04 chapter.
05 Sec. 10.60.310. Limitation on liability of benefit corporation.
06 Notwithstanding AS 10.60.300, a benefit corporation is not liable for monetary
07 damages under this chapter for a failure of the benefit corporation to pursue or create
08 general public benefit or a specific public benefit.
09 Sec. 10.60.320. Right to bring action. (a) An action under AS 10.60.300 may
10 be commenced or maintained only
11 (1) directly by the benefit corporation; or
12 (2) derivatively under AS 10.06.435 by
13 (A) a person or group of persons that owned beneficially or of
14 record at least two percent of the total number of the shares of the benefit
15 corporation of a class or series outstanding at the time of the act or omission
16 complained of;
17 (B) a director of the benefit corporation;
18 (C) a person or group of persons who owned beneficially or of
19 record five percent or more of the outstanding equity interests in a person of
20 which the benefit corporation is a subsidiary at the time of the act or omission
21 complained of; or
22 (D) another person specified in the articles of incorporation or
23 bylaws of the benefit corporation.
24 (b) In this section, a person is the beneficial owner of shares or equity interests
25 if the shares or equity interests are held in a voting trust or by a nominee on behalf of
26 the person.
27 Article 6. Reporting.
28 Sec. 10.60.500. Benefit report. As part of the biennial report required by
29 AS 10.06.805, a benefit corporation shall prepare a biennial benefit report.
30 Sec. 10.60.510. Contents of report. The benefit report required by
31 AS 10.60.500 must contain, for the period covered by the benefit report,
01 (1) a description of
02 (A) the ways in which the benefit corporation pursued general
03 public benefit and the extent to which the benefit corporation created general
04 public benefit;
05 (B) the ways in which the benefit corporation pursued each
06 specific public benefit identified in the articles of incorporation and the extent
07 to which the benefit corporation created the specific public benefit;
08 (C) any circumstances that have hindered the creation by the
09 benefit corporation of general public benefit or specific public benefit;
10 (D) the process and rationale for selecting or changing the
11 third-party standard used to prepare the benefit report;
12 (2) an assessment of the overall performance of the general public
13 benefit purpose by the benefit corporation against a third-party standard
14 (A) applied consistently with any application of that standard in
15 prior benefit reports; or
16 (B) accompanied by an explanation of the reasons for
17 (i) any inconsistent application; or
18 (ii) the change to that standard from the one used in the
19 immediately prior report;
20 (3) the name of the benefit director, if any, and the benefit officer, if
21 any, and the address to which correspondence to each of them may be directed;
22 (4) the compensation paid by the benefit corporation to each director in
23 the capacity of a director;
24 (5) the statement of the benefit director described in AS 10.60.180; and
25 (6) a statement of any connection between the organization that
26 established the third-party standard or its directors, officers, or any holder of five
27 percent or more of the governance interests in the organization and the benefit
28 corporation or its directors, officers, or any holder of five percent or more of the
29 outstanding shares of the benefit corporation, including any financial or governance
30 relationship that might materially affect the credibility of the use of the third-party
31 standard.
01 Sec. 10.60.520. Correspondence relating to change of benefit director. If,
02 during the period covered by a benefit report, a benefit director resigned from or
03 refused to stand for reelection to the position of benefit director, or was removed from
04 the position of benefit director, and the benefit director furnished the benefit
05 corporation with written correspondence concerning the circumstances surrounding
06 the resignation, refusal, or removal, the benefit report must include that
07 correspondence as an exhibit.
08 Sec. 10.60.530. Audit not required. A benefit corporation is not required to
09 have the benefit report, including the assessment of the performance of the benefit
10 corporation in the benefit report required by AS 10.60.510(2), audited or certified by a
11 person without a connection to the benefit corporation.
12 Sec. 10.60.540. Delivery of benefit report to shareholders. A benefit
13 corporation shall send its benefit report to each shareholder not later than the date that
14 is 120 days after the end of the period covered by the benefit report.
15 Sec. 10.60.550. Internet website posting. If a benefit corporation has an
16 Internet website, the benefit corporation shall post all of its benefit reports on the
17 public portion of the website. The benefit corporation may omit from the benefit
18 reports posted on the website the compensation paid to directors and financial or
19 proprietary information included in the benefit report.
20 Sec. 10.60.560. Availability of copies of benefit report. If a benefit
21 corporation does not have an Internet website, the benefit corporation shall provide a
22 copy of its most recent benefit report, without charge, to any person who requests a
23 copy, but the benefit corporation may omit the compensation paid to directors and
24 financial or proprietary information included in the benefit report from the copy of the
25 benefit report provided to the person.
26 Sec. 10.60.570. Filing of report; delinquency. (a) A benefit corporation shall
27 include its benefit report in the biennial report that it files under AS 10.06.805, but the
28 benefit corporation may omit the compensation paid to directors and financial or
29 proprietary information included in the benefit report from the benefit report included
30 in the biennial report. The department shall charge a fee established by the department
31 for including the benefit report in the biennial report of the benefit corporation.
01 (b) If a benefit corporation is delinquent six months or more in including its
02 benefit report in its biennial report under AS 10.60.570 or in paying the fee established
03 under this section for including the benefit report in the biennial report, the
04 delinquency constitutes a basis for involuntary dissolution of the benefit corporation
05 under AS 10.06.633.
06 (c) A benefit corporation may submit its benefit report to the department
07 electronically. The department may file in paper form, rather than electronic form, the
08 benefit report portion of a biennial report filed with the department.
09 Article 7. Miscellaneous Provisions.
10 Sec. 10.60.700. Status change approval. (a) In addition to any other approval
11 or vote required for the status change, to accomplish a status change of a benefit
12 corporation,
13 (1) the benefit corporation shall allow all of the shareholders of each
14 class or series to vote as a separate voting group on the status change, regardless of a
15 limitation stated in the articles of incorporation or bylaws on the voting rights of a
16 class or series; and
17 (2) in each class or series, at least two-thirds of all votes that the
18 shareholders of that class or series are entitled to cast under (1) of this subsection on
19 the status change must approve the status change.
20 (b) In addition to any other approval, vote, or consent required for the status
21 change, to accomplish a status change of a domestic entity other than a business
22 corporation,
23 (1) the domestic entity shall allow all of the equity holders to vote on
24 or consent to the status change regardless of any otherwise applicable limitation on the
25 voting or consent rights of a class or series of equity interests; and
26 (2) in each class or series of equity interest, at least two-thirds of all of
27 the votes that the equity holders of that class or series are entitled to cast under (1) of
28 this subsection must approve the status change.
29 (c) In (b) of this section, "equity holder" means a person who holds any class
30 or series of equity interest in a domestic entity if the person is entitled to receive a
31 distribution of any kind arising out of the equity interest.
01 Sec. 10.60.710. Shareholder dissent. In addition to the corporate actions to
02 which a shareholder may dissent under AS 10.06.574(a), a shareholder of a business
03 corporation may dissent under AS 10.06.574 - 10.06.582 if the business corporation
04 amends its articles under AS 10.60.010(2) to become a benefit corporation.
05 Sec. 10.60.720. Third-party standard. In this chapter, whenever a third-party
06 standard is used, the standard refers to a recognized standard for defining, reporting,
07 and assessing corporate performance
08 (1) that is comprehensive because it assesses the effect of the benefit
09 corporation and its operations on the interests listed in AS 10.60.100(1)(B) - (E);
10 (2) that is developed by a person that is not controlled by the benefit
11 corporation;
12 (3) that is credible because it is developed by a person that
13 (A) has access to the expertise necessary to assess overall
14 corporate performance; and
15 (B) uses an approach, including a reasonable public comment
16 period, to develop the standard that is balanced and considers multiple
17 concerns and interests;
18 (4) for which the following information about the standard is publicly
19 available:
20 (A) the criteria considered when measuring the overall
21 performance of a business;
22 (B) the relative weightings, if any, of the criteria in (A) of this
23 paragraph;
24 (5) for which the following information about the development and
25 revision of the standard is publicly available:
26 (A) the identity of the directors, officers, material owners, and
27 governing body of the entity that developed and controls revisions to the
28 standard;
29 (B) the process by which revisions to the standard and changes
30 to the membership of the governing body are made;
31 (C) an accounting of the revenue and sources of financial
01 support for the entity, with sufficient detail to disclose any relationships that
02 could reasonably be considered to present a potential conflict of interest.
03 Sec. 10.60.730. Tax exemptions. A benefit corporation may not claim a tax
04 exemption under AS 43.20 (Alaska Net Income Tax Act) if the tax exemption is not
05 also available to corporations that are not benefit corporations.
06 Sec. 10.60.740. Interpretation. The authorization under AS 10.60.010 to form
07 a benefit corporation and the authorization under AS 10.60.040 for a benefit
08 corporation to identify a specific public benefit purpose may not be interpreted to
09 prevent a business entity that is formed under another law of this state from including
10 in its general powers the consideration of, or donation to, the general public benefit or
11 a specific public benefit.
12 Article 8. General Provisions.
13 Sec. 10.60.910. Regulations. The department may adopt regulations under
14 AS 44.62 (Administrative Procedure Act) to implement this chapter.
15 Sec. 10.60.920. Application to business corporations generally. The
16 existence of a provision of this chapter does not, by itself, suggest that a contrary or
17 different rule of law applies to a business corporation that is not a benefit corporation.
18 This chapter does not affect a statute or other law that applies to a business corporation
19 that is not a benefit corporation.
20 Sec. 10.60.930. Applicable laws. Except as otherwise provided in this chapter,
21 AS 10.06 applies to a benefit corporation. A benefit corporation may be
22 simultaneously subject to this chapter and AS 10.45. The provisions of AS 10.06 and
23 AS 10.45 are subject to this chapter.
24 Sec. 10.60.940. Consistency with chapter. A provision of the articles of
25 incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or
26 supersede a provision of this chapter.
27 Sec. 10.60.990. Definitions. In this chapter,
28 (1) "benefit corporation" means a business corporation that elects
29 under AS 10.60.010 to become subject to this chapter;
30 (2) "benefit director" means the director designated as the benefit
31 director of a benefit corporation under AS 10.60.150;
01 (3) "benefit officer" means the individual designated as the benefit
02 officer of a benefit corporation under AS 10.60.280;
03 (4) "benefit report" means the benefit report required by AS 10.60.500;
04 (5) "business corporation" means a corporation organized under
05 AS 10.06 or AS 10.45;
06 (6) "department" means the Department of Commerce, Community,
07 and Economic Development;
08 (7) "general public benefit" means a material positive effect on people
09 and their surroundings, taken as a whole, assessed against a third-party standard;
10 (8) "general public benefit purpose" means the public benefit purpose
11 under AS 10.60.030;
12 (9) "specific public benefit" means a benefit that serves a public
13 welfare, religious, charitable, scientific, literary, or educational purpose, or another
14 purpose beyond the strict interest of the shareholders of the benefit corporation;
15 (10) "specific public benefit purpose" means a specific public benefit
16 purpose that is identified as a public benefit purpose by a benefit corporation under
17 AS 10.60.040(a) or (b);
18 (11) "status change" means
19 (A) an amendment of the articles of incorporation of a business
20 corporation under AS 10.60.010(2);
21 (B) the approval of a plan of merger, consolidation, conversion,
22 or interest or share exchange under AS 10.60.020;
23 (C) an amendment of the articles of incorporation of a benefit
24 corporation under AS 10.60.040(b);
25 (D) the termination of benefit corporation status under
26 AS 10.60.060; or
27 (E) a disposition of assets under AS 10.60.070;
28 (12) "subsidiary" means an entity in which a person owns beneficially
29 or of record 50 percent or more of the outstanding equity interests calculated as if all
30 outstanding rights to acquire equity interests in the entity had been exercised.
31 * Sec. 3. The uncodified law of the State of Alaska is amended by adding a new section to
01 read:
02 TRANSITION: REGULATIONS. The Department of Commerce, Community, and
03 Economic Development may adopt regulations necessary to implement this Act. The
04 regulations take effect under AS 44.62 (Administrative Procedure Act), but not before July 1,
05 2018.
06 * Sec. 4. Section 3 of this Act takes effect immediately under AS 01.10.070(c).
07 * Sec. 5. Except as provided in sec. 4 of this Act, this Act takes effect July 1, 2018.